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(ii) arises from use of an Online Service in violation of applicable 10,;s and regulations, a violation of the legal rights df others; yr unauthorized access. to nr disruption of any service, data, account, or network in connection with the use of ifie o€Sline services. Enrolled Affiliate will pay the. amount of any adverse final judg€rient .pr approvod €attleme.nt resulting from a claim covered by this section titled "By Enrolled Affiliate." Bights and remeclles in case of possible infringement or misappropriation. If Microsoft reasonably believes that ra claim under this section may result In a legal bar prohibiting Enrolled Affiliate's use of the Product or Fix, Microsoftwill seek to abtafn the right for Enrotled Affiliate to keep using it or modify or replace it with a functlotial �6.q iivalent, in which case Enrolled Affiliate nivst ftdontl'nlue use of -the prior version, !.mmeclfatbly. If, these gptions -are not commercially reasonable, Microsoft may terminate Enrolled Afff)iate'q right to�ttta'Product or Fix and refund any amounts Enrolled Affiifate has paid far tiiose.rlgh(s to Software or Fixes arid, .for Online Sarvlces, any nimunit paid for a usage period ailer the termination date. Cather ternis. The party being defended .under this section 11 m6st notify the other party promptly of:any claim subject to the subsection titled "By Microsoft," give the rather party sole control over the defense or settlement, and provide rel sor OOle assistanoe in de(eitt Ing the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs In providing asslstance, Any sattlement must be approved in writing by the defending party. The rerriedIns provided in this section 11 are the exclusive remedios,for the claims described in this section, 12, Liiniiatlan of liability, For each Product, each party's roaximurn, aggregate liability to the other Linder tltils Agra6 tient is limited to direct damages finally -awarded in an Amount not to exceed the amounfs'Enrafled-Affiliate was required to pay for the applicable Products during the term of this Agreement, subject to the following: a. Online Services. For Online S.eruices, Microsoft's maximum liability to Enrolled Adiffate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service dtrrihg the 12 months before the incident, b. t=ree Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate is -authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5,000, c. ExclusJions. In no event will either party be liable for in.direct., incidental, special, punitive_, or consequential damages, including loss of use, toss of profits, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's {-1) confidentiality obligations (except for all liability related to Customer Data, which will remain strbject.to the limltatlohs and eXclusions above); (2) defense obligations,, dr(4) v) latlon of "the other paily's intellectual properly rights, 13. Verifying cornplizince. Right to verify compliance. Enrolled Affiliate must keep ,accurate and complete records relating to all use and distributlon, of Products by Enrolled Affiliate and its Affiliates, Microsoft has the right, at its expense, to the extent: permitted by ..a0plicable law, to verify Enrolled Affiliate and its Affiliates' compliance -with the Produci's.license terrris for the Products. Verification process and limitations. Microsoft will provide Enrolled Affiliate at least 30 days' notice bf its intent to verify corrrpflance. Voriiication will take place during normal business hours and in a manner that does not interfere unreasonably with. Enrolled Affiliates operatlons. Microsoft will engage aro independent auditor, which will be subject to a confidentiality obligation. Enrolled Affiliate roust promptly provide the independent auditor EA2015A9r(U3)3LG(ENG)(Aug2015) Page 9 of i'1 DacumEnt-X2pi206C